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2. PHD Thesis / Tesis PHD
3. Faculty of Law / Fakulti Undang-undang

Title:	A Legal Analysis Of Defensive Measures Against Hostile Takeovers For Public Listed Companies In China And Malaysia
Authors:	Liu Kai (P50887)
Supervisor:	Hasani Mohd Ali, Associate Professor. Dr.
Keywords:	Defensive Measures Against Hostile Takeovers Legal Analysis Of Defensive Measures Against Hostile Takeovers Hostile Takeovers For Public Hostile Takeovers For Public An Analysis Universiti Kebangsaan Malaysia -- Dissertations
Issue Date:	10-Jan-2013
Description:	This research stemmed from two basic questions, namely 'how to evaluate the functions of hostile takeovers?' and 'what are the legal remedies for hostile takeovers?' A hostile takeover may have dual impacts on corporate governance. It may provide an impetus for the management to strive hard to improve business efficiency and resilience. On the other hand, it may also divert the management's focus, hinder the smooth running of business operation, and the shareholders are therefore exposed to unnecessary risks. Under the negative impact, legal defensive measures become particularly important to protect the interests of involved parties from a hostile takeover. As such this research sought to investigate the customary defensive measures against hostile takeovers, evaluate the legality of existing Chinese and Malaysian defensive measures to identify legislative lacunas, and propose the corresponding government reform. By adopting qualitative, analytical, comparative and critical research methods, the author found that a hostile takeover always occurs where a target company's shareholding is largely diluted and widely dispersed among its shareholders. An acquiring company may launch a hostile takeover through direct purchase, tender offer and proxy contest. Nevertheless, the existing Chinese and Malaysian legislations are still inadequate to properly regulate hostile takeovers. The relevant cases have brought about a variety of problems in corporate governance, i.e. the abuse of directors' executive power, the damage to minority shareholders' interest and the unfair competition in the market, etc. In order to increase shareholders' value, optimize ownership structure and improve corporate competitiveness, the author recommended that both Chinese and Malaysian legislations should put the principle of openness, fairness and justice in place for various hostile takeover defences; clarify the margin of defensive measures conducted by the target boards against hostile takeovers; confer certain bargaining power and anti-takeover right on the target companies to thwart hostile takeovers; cautiously strike a balance among the decisionmaking power of shareholders, the executive power of board of directors and the supervisory power of corporate regulatory bodies during the hostile takeover defences; and take full account of the corporate social responsibility in hostile takeover defences. Accordingly, this research suggested that both countries may incorporate more equitable defensive measures into their takeover-related laws or even make an independent law for defensive measures against hostile takeovers.,PhD
Pages:	305
Publisher:	UKM, Bangi
Appears in Collections:	Faculty of Law / Fakulti Undang-undang

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